ACV Auctions Inc.

Previous wording

We provide a highly efficient and vibrant Marketplace Platform ("Marketplace Platform" or "Marketplace") for wholesale vehicle transactions and data services that offer transparent and accurate vehicle information to our customers. Our Marketplace Platform leverages data insights and technology to power our digital marketplace and data services, enabling our dealers and commercial partners to buy, sell, and value vehicles with confidence and efficiency. We strive to solve the challenges that the used automotive industry has faced for generations and provide powerful technology-enabled capabilities to our dealers and commercial partners who fulfill a critical role in the automotive ecosystem. We help dealers source and manage inventory and accurately price their vehicles as well as process payments, transfer titles, manage arbitrations, and finance and transport vehicles. Our Marketplace Platform encompasses:

Current wording

We provide a highly efficient and vibrant marketplace platform for wholesale vehicle transactions and data services that offer transparent and accurate vehicle information to our customers. Our marketplace platform leverages data insights and technology to power our digital marketplace and data services, enabling our dealers and commercial partners to buy, sell, and value vehicles with confidence and efficiency. We strive to solve the challenges that the used automotive industry has faced for generations and provide powerful technology-enabled capabilities to our dealers and commercial partners who fulfill a critical role in the automotive ecosystem. We help dealers source and manage inventory and accurately price their vehicles as well as process payments, transfer titles, manage arbitrations, and finance and transport vehicles. Our marketplace platform encompasses:

Previous wording

Marketplace Units is a key indicator of our potential for growth in Marketplace GMV and revenue. It demonstrates the overall engagement of our customers and our market share of wholesale transactions in the United States. We define Marketplace Units as the number of vehicles transacted within the applicable period. Marketplace Units transacted includes any vehicle that successfully reaches sold status, even if the auction is subsequently unwound, meaning the buyer or seller does not complete the transaction. These instances were immaterial in the periods presented. Marketplace Units exclude vehicles that were inspected by ACV, but not sold. Marketplace Units have generally increased as we have expanded our territory coverage, added new Marketplace Buyers and Marketplace Sellers and increased our share of wholesale transactions from existing customers. Because we only earn auction and ancillary fees in the case of a successful auction, Marketplace Units will remain a critical driver of our revenue growth.

Current wording

Marketplace Units is a key indicator of our potential for growth in Marketplace GMV and revenue. It demonstrates the overall engagement of our customers and our market share of wholesale transactions in the United States. We define Marketplace Units as the number of vehicles transacted within the applicable period. Marketplace Units transacted includes any vehicle that successfully reaches sold status, even if the auction is subsequently unwound, meaning the buyer or seller does not complete the transaction. These instances were immaterial in the periods presented. Marketplace Units exclude vehicles that were inspected by ACV, but not sold. Marketplace Units have generally increased as we have expanded our territory coverage, added new Marketplace Buyers and Marketplace Sellers and increased our share of wholesale transactions from existing customers. Because we only earn auction and ancillary fees in the case of a successful auction, Marketplace Units remain a critical driver of our revenue growth.

Previous wording

We define Marketplace Sellers as dealers or commercial partners with a unique customer ID that have transacted at least once in the last 12 months as a seller on our Marketplace Platform. Marketplace Sellers include independent and franchise dealers selling on our marketplace, as well as commercial partners, consisting of commercial leasing companies, rental car companies, bank or other finance companies, who use our marketplace to sell their inventory.

Current wording

We define Marketplace Sellers as dealers or commercial partners with a unique customer ID that have transacted at least once in the last 12 months as a seller on our marketplace platform. Marketplace Sellers include independent and franchise dealers selling on our marketplace, as well as commercial partners, consisting of commercial leasing companies, rental car companies, banks or other finance companies, who use our marketplace to sell their inventory.

Previous wording

Our success depends in part on our ability to grow our share of wholesale transactions from existing customers, increasing their engagement and spend on our Marketplace Platform. We remain in the early stages of penetrating our Marketplace Buyers’ and Sellers’ total number of wholesale transactions. As we continue to invest in eliminating key risks of uncertainty related to the auction process through our trusted and efficient Marketplace Platform, we expect that we will capture an increasing share of transactions from our existing buyers and sellers. Our ability to increase share from existing customers will depend on a number of factors, including our customers’ satisfaction with our Marketplace Platform, competition, pricing and overall changes in our customers’ engagement levels.

Current wording

Our success depends in part on our ability to grow our share of wholesale transactions from existing customers, increasing their engagement and spend on our marketplace platform. We remain in the early stages of penetrating our Marketplace Buyers’ and Sellers’ total number of wholesale transactions. As we continue to invest in our trusted and efficient marketplace platform, we expect that we will capture an increasing share of transactions from our existing buyers and sellers. Our ability to increase share from existing customers will depend on a number of factors, including our customers’ satisfaction with our marketplace platform, competition, pricing and overall changes in our customers’ engagement levels.

Previous wording

Our success depends in part on sufficient demand for used vehicles. Our growth over the last several years has coincided with a rising consumer demand for used vehicles. Since early 2020 demand for cars has outpaced supply. During this period, we have seen new car supply have a significant impact on the supply of wholesale vehicles available within our marketplace. More recently, new vehicle supply has begun to increase, although still below 2019 levels. However, this increase in new vehicle supply has been coupled with higher interest rates which has made both new and used vehicles more expensive for retail consumers utilizing financing. Used car demand will be in part dependent on the economic health of the retail consumer and their ability to afford a vehicle purchase, which may be impacted by macroeconomic and geopolitical conditions, including the impact of changes in trade policies.

Current wording

Our success depends in part on sufficient demand for used vehicles. Since early 2020 demand for cars has outpaced supply, which was impacted by global vehicle production challenges, and during this period, new car supply had a significant impact on the volume of wholesale vehicles available within our marketplace. More recently, new vehicle supply has begun to increase, although still below historical levels. However, this increase in new vehicle supply has been coupled with higher interest rates which has made both new and used vehicles more expensive for retail consumers utilizing financing. Used car demand will be in part dependent on the economic health of the retail consumer and their ability to afford a vehicle purchase, which may be impacted by macroeconomic and geopolitical conditions, including the impact of changes in trade policies.

Previous wording

We also generate revenue by providing our Go Green assurance to sellers on the condition of certain vehicles sold on the marketplace, which is considered a guarantee under GAAP. This assurance option is only available for Go Green sellers on qualifying vehicles for which we have prepared the vehicle condition report. Customer assurance revenue also includes revenue from other price guarantee products offered to sellers. Customer assurance revenue is measured based upon the fair value of the guarantees that we provide. We expect the fair value per vehicle assured to decrease over time as we continue to improve the quality of our inspection product, which in turn reduces the costs of satisfying such assurance.

Current wording

We also generate revenue by providing vehicle condition assurance and price guarantee products to our customers. Our Go Green offering to sellers provides assurance on the condition of certain vehicles sold on the marketplace, which is considered a guarantee under GAAP. This assurance option is only available for Go Green sellers on qualifying vehicles for which we have prepared the vehicle condition report. Our price guarantee products provide sellers with minimum guaranteed sales prices for certain vehicles sold on the marketplace. Customer assurance revenue is measured based upon the fair value of the guarantees that we provide.

Previous wording

On September 16, 2025, the Company entered into a class action settlement agreement with a data services vendor, pursuant to which the Company will receive $7.9 million in settlement payments. Of this total settlement, $7.6 million is included as a reduction in marketplace and service cost of revenue in the Condensed Consolidated Statements of Operations for both the three and nine months ended September 30, 2025. Based on the payment terms provided in the settlement, $6.4 million is included in other current assets and $1.5 million is included in other assets in the Condensed Consolidated Balance Sheet at September 30, 2025.

Current wording

Marketplace and Service Cost of Revenue

Previous wording

Customer assurance cost of revenue consists of the costs related to satisfying claims against the vehicle condition guarantees, and other price guarantees.

Current wording

Customer assurance cost of revenue consists of the costs related to satisfying claims against the vehicle condition and price guarantees.

Previous wording

The increase was primarily driven by an increase in other marketplace revenue which is earned from providing transportation and financing services. Auction marketplace revenue from our Marketplace Buyers and Marketplace Sellers increased as well. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, auction marketplace revenue increased to $87.8 million from $84.9 million and other marketplace revenue increased to $80.3 million from $62.7 million. Revenue increases in the current quarter were primarily volume-driven and also impacted by higher buyer fee rates for the three months ended September 30, 2025 compared to the prior year period. The volume of Marketplace Units sold on the Marketplace Platform increased to 218,065 for the three months ended September 30, 2025 from 198,354 for the comparable prior year period which is an indicator of increased overall customer engage ment. The increase in other marketplace revenue was primarily related to an increase in the revenue earned from the transportation of vehicles due to an increase in the number of units transported. The wholesale automotive industry continues to transition to digital transactions, with an increasing amount of cust omers transacting digitally versus at physical auction houses. This industry transition, and our position as a leader in the area of digital wholesale automotive auctions, continues to drive more business to our Marketplace Platform. The average total revenue per Marketplace Unit increased for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to the aforementioned higher buyer rates and customers adding more optional ancillary services to the auction such as transportation services and financing services which resulted in increase to both auction marketplace and other marketplace revenue.

Current wording

The increase was primarily driven by an increase in other marketplace revenue which is earned from providing transportation and financing services. Auction marketplace revenue from our Marketplace Buyers and Marketplace Sellers increased as well. For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, other marketplace revenue increased to $80.4 million from $67.7 million and auction marketplace revenue increased to $93.8 million from $90.0 million. The increase in other marketplace revenue was primarily related to an increase in the revenue earned from the transportation of vehicles due to an increase in the number of units transported. The increase in auction marketplace revenue was primarily volume driven. The volume of Marketplace Units sold on the marketplace platform increased to 213,492 for the three months ended March 31, 2026 from 208,025 for the comparable prior year period which is an indicator of increased overall customer engage ment. The wholesale automotive industry continues to transition to digital transactions, with an increasing amount of cust omers transacting digitally versus at physical auction houses. This industry transition, and our position as a leader in the area of digital wholesale automotive auctions, continues to drive more business to our marketplace platform. The average total revenue per Marketplace Unit increased for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to higher buyer rates and customers adding more optional ancillary services to the auction such as transportation services and financing services which resulted in increase to both auction marketplace and other marketplace revenue.

Previous wording

The increase was mainly driven by an increase in Go Green assurance revenue, driven by increases in the estimated fair value of the Go Green offering per unit and an increase in units that elected the Go Green offering. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, Go Green assurance revenue increased to $19.4 million from $13.5 million. Other customer assurance revenue increased to $3.7 million for the three months ended September 30, 2025 from $1.9 million for the three months ended September 30, 2024 due to an increase in units sold through our price guarantee sales.

Current wording

The increase was primarily driven by an increase in other customer assurance revenue due to an increase in units sold through our price guarantee sales. Other customer assurance revenue increased to $4.8 million for the three months ended March 31, 2026 from $1.8 million for the three months ended March 31, 2025 due to the aforementioned increase in units sold through the guarantee sales. Go Green assurance revenue also increased, driven by an increase in units that elected the Go Green offering. For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, Go Green assurance revenue increased to $17.2 million from $15.0 million.

Previous wording

The increase primarily consisted of higher costs related to generating other marketplace revenue, partially offset by a decrease in data services cost of revenue. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, total cost attributed to generating auction marketplace revenue increased to $17.6 million from $15.8 million. The increase in auction marketplace cost of revenue is due to increased units sold through our marketplace. Other marketplace cost of revenues increased to $56.3 million for the three months ended September 30, 2025, compared to $46.2 million for the three months ended September 30, 2024, primarily due to an increase in the units transported. These increases were partially offset by a $7.6 million legal settlement benefit recognized in the three months ended September 30, 2025, which reduced data services cost of revenue by a corresponding amount. For the three months ended September 30, 2025 data services cost of revenue was a benefit of $2.9 million, compared to an expense of $5.1 million in the comparable prior year period. Marketplace and service costs of revenues as a percentage of revenue decreased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to the impact of the legal settlement.

Current wording

The increase primarily consisted of higher costs related to generating other marketplace revenue. Other marketplace cost of revenues increased to $57.4 million for the three months ended March 31, 2026, compared to $47.7 million for the three months ended March 31, 2025, primarily due to an increase in units transported. For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, total cost attributed to generating auction marketplace revenue increased to $17.8 million from $16.6 million. The increase in auction marketplace cost of revenue is due to increased units sold through our marketplace. For the three months ended March 31, 2026 data services cost of revenue was $4.6 million, compared to $5.1 million in the comparable prior year period. Marketplace and service costs of revenues as a percentage of revenue increased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to a decrease in units sold at our physical auction locations which resulted in lower margins on these units. Higher fuel costs associated with transporting vehicles to customers also contributed to the increase.

Previous wording

The increase primarily consisted of costs attributable to our Go Green assurance offerings driven by an increase in the number of arbitration claims due to increased volume of completed auctions where the customer elected the Go Green offering, and an increase in arbitration cost per unit sold. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, Go Green assurance cost of revenue increased to $18.1 million from $12.9 million. Other assurance cost of revenue also increased to $4.0 million for the three months ended September 30, 2025, compared to $1.3 million for the three months ended September 30, 2024 due to an increase in the current quarter in units sold through our price guarantee sales compared to the prior period . Customer assurance cost of revenue as a percentage of revenue increased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to the aforementioned increases in arbitration claim volume and arbitration costs per unit sold.

Current wording

The increase was primarily driven by an increase in other customer assurance cost of revenue due to an increase in units sold through our price guarantee sales. Other customer assurance cost of revenue increased to $4.8 million for the three months ended March 31, 2026, compared to $1.3 million for the three months ended March 31, 2025 due primarily to an increase in costs incurred on the Company's price guarantee sales driven by an increase in units sold through our price guarantee sales in the current year compared to the prior period. Go Green assurance cost of revenue also increased, driven by an increase in the number of arbitration claims due to increased volume of completed auctions where the customer elected the Go Green offering. For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, Go Green assurance cost of revenue increased to $14.1 million from $12.7 million. Customer assurance cost of revenue as a percentage of revenue increased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to the higher proportion of units sold through our price guarantee sale during thethree months ended March 31, 2026 compared to the three months ended March 31, 2025. Units sold through the guarantee sale are generally lower margin than units sold without a guarantee but we believe the guarantee sale units are still accretive to revenue and net income.

Previous wording

The increase was primarily due to higher personnel-related costs. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, personnel-related costs increased to $38.0 million from $36.3 million as a result of investment in our internal product and technology capabilities to enable future growth initiatives. Software and technology costs increased to $5.7 million from $4.2 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as a result of continued investment in our technology and infrastructure amid ongoing business growth. Other expenses increased to $2.9 million from $2.0 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Operations and technology expense as a percentage of revenue decreased during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as we continued our efforts to effectively manage costs while growing revenue.

Current wording

The increase was primarily due to higher software and technology costs as we continue to invest in our technology and infrastructure amid ongoing business growth. Software and technology costs increased to $6.8 million from $4.9 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, personnel-related costs decreased to $37.0 million from $37.6 million. Other expenses increased to $2.7 million from $1.7 million in the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Operations and technology expense as a percentage of revenue decreased during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 as we continued our efforts to effectively manage costs while growing revenue.

Previous wording

The increase was primarily due to higher non-personnel related costs. Non-personnel expenses in the three months ended September 30, 2025 compared to the three months ended September 30, 2024 increased to $32.6 million from $9.0 million primarily due to the $18.7 million Tricolor bankruptcy reserve described in the Recent Developments section above. Increased bad debt provision charges on our finance receivable portfolio unrelated to Tricolor during the three months ended September 30, 2025 drove the remainder of the increase compared to the three months ended September 30, 2024. For the three months ended September 30, 2025 compared to the three months ended September 30, 2024, personnel-related costs decreased to $40.2 million from $46.0 million, primarily as a result of efforts to efficiently manage spending on both internal and contracted headcount. Selling, general, and administrative expenses increased as a percentage of revenue during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 due to the Tricolor bankruptcy reserve described above. Absent this charge related to Tricolor, selling, general and administrative expenses decreased as a percentage of revenue during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 as we continued our efforts to effectively manage costs while growing revenue.

Current wording

The decrease was primarily due to personnel costs decreasing in the current period. For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, personnel-related costs decreased to $41.9 million from $47.2 million, primarily as a result of lower stock-based compensation. Non-personnel expenses in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 increased to $14.2 million from $11.6 million primarily due to an increase in bad debt expense. Selling, general, and administrative expenses decreased as a percentage of revenue during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 as we continued our efforts to effectively manage costs while growing revenue.

Previous wording

The increase was primarily due to an increase of $6.2 million in amortization of internal-use software costs due to the placing of internal-use software projects into service and the subsequent recognition of amortization expense. Depreciation and amortization as a percentage of revenue remained flat during the nine months ended September 30, 2025 and nine months ended September 30, 2024.

Current wording

The increase was primarily due to an increase of $1.0 million in amortization of internal-use software costs due to the placing of internal-use software projects into service and the subsequent recognition of amortization expense. Depreciation and amortization as a percentage of revenue remained the same during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous wording

although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures; (iii) it does not consider the impact of stock-based compensation expense; (iv) it does not reflect other non-operating income and expenses, including interest income and expense; (v) it does not consider the impact of any contingent consideration liability valuation adjustments; (vi) it does not reflect tax payments that may represent a reduction in cash available to us; (vii) it does not include the amortization of acquired intangible assets but it does include the revenue that these acquired intangible assets contribute to the enterprise; and (viii) it does not reflect other one-time, non-recurring items, when applicable, such as acquisition-related and restructuring expenses. In addition, our use of Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial measures, including our net loss and other results stated in accordance with GAAP.

Current wording

Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of these limitations include that: (i) it does not properly reflect capital commitments to be paid in the future; (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures; (iii) it does not consider the impact of stock-based compensation expense; (iv) it does not reflect other non-operating income and expenses, including interest income and expense; (v) it does not consider the impact of any contingent consideration liability valuation adjustments; (vi) it does not reflect tax payments that may represent a reduction in cash available to us; (vii) it does not include the amortization of acquired intangible assets but it does include the revenue that these acquired intangible assets contribute to the enterprise; and (viii) it does not reflect other one-time, non-recurring items, when applicable, such as acquisition-related and restructuring expenses. In addition, our use of Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner, limiting its usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial measures, including our net loss and other results stated in accordance with GAAP.

Previous wording

The following table presents a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure stated in accordance with GAAP, for the periods presented:

Current wording

The following table presents a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP, for the periods presented:

Previous wording

As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents totaling $265.3 million, and investments in marketable securities totaling $50.7 million. We believe that our existing cash and cash equivalents, marketable securities, and cash flow from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months and for the long-term. Our future capital requirements over the long-term will depend on many factors, including volume of sales with existing customers, expansion of sales and marketing activities to acquire new customers, timing and extent of spending to support development efforts and introduction of new and enhanced services. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations and financial condition.

Current wording

As of March 31, 2026, our principal sources of liquidity were cash and cash equivalents totaling $341.0 million. We believe that our existing cash and cash equivalents and cash flow from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months and for the long-term. Our future capital requirements over the long-term will depend on many factors, including volume of sales with existing customers, expansion of sales and marketing activities to acquire new customers, timing and extent of spending to support development efforts and introduction of new and enhanced services. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations and financial condition.

Previous wording

As of September 30, 2025, our principal commitments primarily consist of long-term debt and leases for facilities. We have $4.5 million of lease obligations due within a year, and an additional $37.2 million of lease obligations due at various dates through 2039.

Current wording

As of March 31, 2026, our principal commitments primarily consist of long-term debt and leases for facilities. We have $5.4 million of lease obligations due within a year, and an additional $40.6 million of lease obligations due at various dates through 2039.

Previous wording

Additionally, we enter into purchase commitments for goods and services made in the ordinary course of business. These purchase commitments include goods and services received and recorded as liabilities as of September 30, 2025 as well as goods and services which have not yet been delivered or performed and have, therefore, not been reflected in our unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Operations. These commitments typically become due after the delivery and completion of such goods or services.

Current wording

In order to compete successfully and sustain operations at current levels over the next 12 months, we will be required to devote a significant amount of operating cash flow to our human capital in the form of salaries and wages. Additionally, we enter into purchase commitments for goods and services made in the ordinary course of business. These purchase commitments include goods and services received and recorded as liabilities as of March 31, 2026 as well as goods and services which have not yet been delivered or performed and have, therefore, not been reflected in our unaudited Condensed Consolidated Balance Sheets and unaudited Condensed Consolidated Statements of Operations. These commitments typically become due after the delivery and completion of such goods or services.

Previous wording

As of September 30, 2025, $100.0 million was drawn under the 2021 Revolver with an interest rate of 9.00%, and there were outstanding letters of credit issued under the 2021 Revolver in the amount of $3.3 million.

Current wording

As of March 31, 2026, $85.0 million was drawn under the 2021 Revolver with an interest rate of 8.50%, and there were outstanding letters of credit issued under the 2021 Revolver in the amount of $3.1 million. As of March 31, 2026, we had unused borrowing capacity of $161.9 million under the 2021 revolver.

Previous wording

In the nine months ended September 30, 2025 and 2024, net cash provided by operating activities was $90.6 million and $68.6 million, respectively. Net cash provided by operating activities during the nine months ended September 30, 2025 and 2024 consisted primarily of an increase in accounts payable to sellers partially offset by an increase in accounts receivable from buyers. The increase in cash provided by operating activities during the nine months ended September 30, 2025 relative to the nine months ended September 30, 2024 is primarily due to a higher volume of transactions and the timing of collections and disbursements of funds related to auctions completed near period end.

Current wording

In the three months ended March 31, 2026 and 2025, net cash provided by operating activities was $76.5 million and $66.6 million, respectively. Net cash provided by operating activities during the three months ended March 31, 2026 and 2025 consisted primarily of cash earnings and an increase in accounts payable to sellers partially offset by an increase in accounts receivable due from buyers. The increase in cash provided by operating activities during the three months ended March 31, 2026 relative to the three months ended March 31, 2025 is primarily due to increased revenues and the timing of collections and disbursements of funds related to auctions completed near period end.

Previous wording

In the nine months ended September 30, 2025, net cash (used in) provided by investing activities was $(124.8) million and $12.3 million during the nine months ended September 30, 2024. Net cash used in investing activities during the nine months ended September 30, 2025 was primarily related to the increase in finance receivables and capitalized software development. Net cash provided by investing activities during the nine months ended September 30, 2024 was primarily related to the sales/maturities of a portion of our marketable securities portfolio to support our business acquisition transactions, partially offset by cash paid for business acquisitions and capitalized software development.

Current wording

In the three months ended March 31, 2026 and 2025, net cash used in investing activities was $14.8 million and $30.9 million, respectively. Net cash used in investing activities during the three months ended March 31, 2026 consisted of capitalized software development costs and an increase in finance receivables. Net cash used in investing activities during the three months ended March 31, 2025 was primarily related to the increase in finance receivables, capitalized software development and the net outflows from the purchases/maturities of marketable securities.

Previous wording

The increase in net cash used in investing activities during the nine months ended September 30, 2025 relative to the nine months ended September 30, 2024 was primarily driven by an increase in our finance receivables portfolio and a decrease in the sales/maturities of marketable securities, partially offset by a decrease in acquisition activity.

Current wording

The decrease in net cash used in investing activities during the three months ended March 31, 2026 relative to the three months ended March 31, 2025 was primarily driven by a smaller increase in the finance receivables portfolio compared to the prior year.

Previous wording

In the nine months ended September 30, 2025 and 2024, net cash provided by (used in) financing activities was $75.2 million and $(10.9) million, respectively. Net cash provided by financing activities during the nine months ended September 30, 2025 relates to proceeds, net of repayments, from long term debt, partially offset by payments of RSU tax withholding in exchange for common shares surrendered by RSU holders. Net cash used in financing activities during the nine months ended September 30, 2024 primarily related to payments of RSU tax withholding in exchange for common shares surrendered by RSU holders which was partially offset by proceeds from the exercise of stock options.

Current wording

In the three months ended March 31, 2026 and 2025, net cash provided by financing activities was $7.9 million and $32.0 million, respectively. Net cash provided by financing activities during the three months ended March 31, 2026 and 2025 relate to proceeds, net of repayments, from long term debt, partially offset by payments of RSU tax withholding in exchange for common shares surrendered by RSU holders.

Previous wording

The increase in net cash provided by financing activities during the nine months ended September 30, 2025 relative to the nine months ended September 30, 2024 was primarily the result of increased net borrowings of long-term debt during the period.

Current wording

The decrease in net cash provided by financing activities during the three months ended March 31, 2026 relative to the three months ended March 31, 2025 was primarily the result of decreased net borrowings of long-term debt during the period.